Exhibit
10.1

    


    SEPARATION AND GENERAL
RELEASE AGREEMENT

    


    In
exchange for the terms, conditions and releases set forth below, Nektar
Therapeutics (“Nektar” or
the “Company”)
and Randall W. Moreadith, M.D., Ph.D. (“you”)
hereby agree as follows:

     

    1.           Effective
Date.  This Agreement will become effective on the eighth day
after you sign and deliver this Agreement to the Company (the “Effective
Date”), provided that you do not revoke this Separation and General
Release Agreement (this “Agreement”)
before such date pursuant to Paragraph 7(c) below.

     

    2.           Resignation.  You
hereby resign as an officer, employee, member, manager and in any other capacity
with the Company and each of its affiliates, effective as of November 30, 2009 (the
“Termination
Date”).  The Company and each of its affiliates hereby accept
such resignation effective as of the Termination Date.  You waive any
right or claim to reinstatement as an employee of the Company or any of its
affiliates by which you were previously employed.  Following the
Termination Date, you shall not be authorized to transact any business on behalf
of the Company or any its affiliates or subsidiaries.

     

    3.           Consideration.  Provided
that you comply with all of the terms of this Agreement, the Company shall
provide you with the following severance benefits (the “Severance
Benefits”):  (a) the Company will make a severance payment to
you within three (3) business days following the Effective Date in the amount of
two hundred and twenty thousand dollars ($220,000), less all applicable
withholdings and standard deductions; (b) subject to the provisions set forth
below in Paragraph 18, your Options, to the extent outstanding and vested as of
the Termination Date, will remain exercisable for an additional period of time
as provided in Paragraph 18; and (c) provided that you timely exercise your
right to continue your health insurance coverage under the Consolidated Omnibus
Budget Reconciliation Act of 1985 (“COBRA”),
the Company will pay the monthly health insurance coverage premiums for you and
your eligible dependents for a period commencing on the Termination Date and
ending on the earlier to occur of (x) May 31, 2010, and (y) the date you become
eligible to receive health insurance coverage from a subsequent
employer.  You shall notify the Company promptly upon accepting
employment with any other person or entity, but no later than three calendar
days prior to commencing such employment, and at the same time, you shall notify
the Company whether you are eligible to receive health coverage in connection
with such employment.  To the extent that the payment of any COBRA
premiums pursuant to the foregoing clause (c) is taxable to you, any such
payment shall be made to you on or before the last day of your taxable year
following the taxable year in which the related expense was incurred, your right
to payment of such premiums shall not be subject to liquidation or exchange for
another benefit, and the amount of such benefits that you receive in one taxable
year shall not affect the amount of such benefits that you receive in any other
taxable year.  You acknowledge that the Severance Benefits include
payments that you would not otherwise be entitled to receive, now or in the
future, without entering into this Agreement, and constitute valuable
consideration for the promises and undertakings set forth in this
Agreement.

     

    4.           Payment of Salary
and Expenses.  On your
Termination Date, the Company will pay to you all accrued and unpaid salary and
any accrued but unused paid time off as of the Termination Date (collectively,
the “Accrued
Obligations”).  In the event that you have a negative paid time
off balance, you agree that such amount will be deducted from the Company’s
payment to you of your Accrued Obligations.  By signing below, you
acknowledge and represent that, upon receiving the Accrued Obligations, you will
have received all salary, wages, bonuses, accrued vacation and paid time off,
and all other benefits and compensation due to you through the Termination
Date.  You agree that, within ten (10) days after the Termination
Date, you will submit your final documented expense reimbursement statement
reflecting all business expenses you incurred through the Termination Date, if
any, for which you seek reimbursement.  The Company will reimburse you
for these expenses pursuant to its regular business practice.


    
      
         


      

      
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    5.           Return of
Property; Proprietary Information Agreement.  Within five days
following the Termination Date, you shall return to the Company any and all
property of the Company or any of its affiliates (collectively, the “Company
Group”), including, but not limited to, documents (in whatever paper or
electronic form they exist), things relating to the business of the Company
Group and all intellectual, electronic and physical property belonging to the
Company Group that is in your possession or control, including but not limited
to any computers, cell phones, blackberries, emails, documents, power point
presentations, business plans, financial plans, personnel information and/or
financial statements belonging to the Company Group or that contain confidential
information of the Company Group.  Your signature below constitutes
your certification that you have returned all documents and other items provided
to you by the Company Group, developed or obtained by you as a result of your
employment with the Company Group, or otherwise belonging to the Company
Group.  You hereby reaffirm and agree to observe and abide by the
terms of your Employee Agreement (the “Employee
Agreement”) with the Company, specifically including the provisions
therein regarding assignment of inventions, nondisclosure of the Company’s trade
secrets and confidential and proprietary information, and non-solicitation of
employees of the Company Group.  The obligations under the Employee
Agreement that survive the termination of your employment are specifically
incorporated herein by reference.

     

    6.           Release of
Claims.  You agree that the foregoing consideration represents
settlement in full of all outstanding obligations owed to you by the Company and
its officers, directors, agents and employees, and is satisfactory consideration
for the release of claims set forth herein.  On behalf of yourself,
and your respective heirs, family members, executors and assigns, you hereby
fully and forever release the Company and its past and present subsidiaries and
affiliates, and each of their past, present and future officers, agents,
directors, employees, investors, stockholders, administrators, attorneys,
representatives, affiliates, divisions, subsidiaries, parents, predecessor and
successor corporations, and assigns (the “Releasees”),
from, and agree not to sue or institute, prosecute or pursue, or cause to be
instituted, prosecuted, or pursued, any claim, cause of action, charge,
controversy, duty, obligation, demand, loss, cost, debt, damages, penalties,
judgment, order, or liability relating to or arising out of any matters of any
kind, whether presently known or unknown, suspected or unsuspected, that you may
possess against any of the Releasees arising from any omissions, acts or facts
that have occurred up until and including the date you sign this Agreement
(collectively “Claims”).  The
released Claims include, but are not limited to:  (i) any and all
Claims relating to or arising from your employment relationship with the Company
and the termination of that relationship, including any Claims with respect to
wages, bonuses, commissions, vacation pay, or any other form or amount of
compensation, or any Claim arising out of that certain amended and restated
offer letter agreement between you and the Company dated December 1, 2008 (the
“2008
Letter Agreement”) and/or the Company’s Change of Control Severance
Benefit Plan; (ii) any and all Claims relating to, or arising from, your right
to receive or purchase any form of equity in the Company or any Releasee,
including, without limitation, any claims for fraud, misrepresentation, breach
of fiduciary duty, breach of duty under applicable state corporate law, and
securities fraud under any state or federal law; (iii) any and all Claims for
wrongful discharge of employment; termination in violation of public policy;
discrimination; harassment; retaliation; breach of contract, both express and
implied; breach of a covenant of good faith and fair dealing, both express and
implied; promissory estoppel; negligent or intentional infliction of emotional
distress; negligent or intentional misrepresentation; negligent or intentional
interference with contract or prospective economic advantage; unfair business
practices; defamation; libel; slander; negligence; personal injury; assault;
battery; invasion of privacy; false imprisonment; and conversion; (iv) any and
all Claims for violation of any federal, state or municipal law, regulation,
ordinance, constitution or common law, including, but not limited to, Title VII
of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age
Discrimination in Employment Act of 1967; the Americans with Disabilities Act of
1990; the Fair Labor Standards Act; the Employee Retirement Income Security Act
of 1974; The Worker Adjustment and Retraining Notification Act; the
Sarbanes-Oxley Act; the California Fair Employment and Housing Act; the
California Family Rights Act; and the California Labor Code, including, but not
limited to section 201, et
seq,. section 970, et
seq., sections 1400-1408; and all amendments to each such Act as well as
the regulations issued thereunder; and (v) any and all Claims for attorneys'
fees and costs.

     

    Notwithstanding
the foregoing, nothing in this Paragraph 6 shall release (i) any obligations
owed by the Company expressly described in this Agreement, (ii) any claims you
may have for indemnification under any indemnification agreement that you have
with the Company, any of the Company’s charter documents, or under California
Labor Code Section 2802 or other applicable law, or for coverage under any of
the Company’s directors’ and officers’ liability insurance policies; (iii) your
claims for any benefits that are vested as of the Termination Date under the
Company’s health, welfare or 401(k) plans; (iv) your rights with respect to your
vested equity awards referenced in Paragraph 18; (v) your claims for underlying
workers’ compensation benefits; or (vi) any claims pursuant to Paragraph 7(e) of
this Agreement.


    
      
         


      

      
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    7.           Acknowledgment of
Waiver of Claims under ADEA.  You acknowledge that you are
waiving and releasing any rights you may have under the Age Discrimination in
Employment Act of 1967 (“ADEA”) and
that this waiver and release is knowing and voluntary. You and the Company agree
that this waiver and release does not apply to any rights or claims that may
arise under the ADEA after the Effective Date of this Agreement.  You
acknowledge that the consideration given for this waiver and release Agreement
is in addition to anything of value to which you were already
entitled.  You further acknowledge that you have been advised by this
writing that:

     

    (a)         you
should consult with an attorney prior to executing
this Agreement;

     

    (b)         you
have at least twenty-one (21) days within which to consider this Agreement and,
if you wish to execute this Agreement prior to expiration of such 21-day period,
you should execute the Acknowledgement and Waiver attached hereto as Exhibit
A;

     

    (c)         you
have seven (7) days following the date that you sign this Agreement to revoke
the Agreement; provided, however, that any such revocation must be in writing
and delivered to the Company’s General Counsel at the Company’s principal
office, by close of business on or before the seventh day from the date that you
sign this Agreement;

     

    (d)         this
Agreement shall not be effective until the eighth day after you execute and do
not revoke this Agreement; and

     

    (e)         nothing
in this Agreement prevents or precludes you from challenging or seeking a
determination in good faith of the validity of this waiver under the ADEA, nor
does it impose any condition precedent, penalties or costs from doing so, unless
specifically authorized by federal law.

     

    8.           Civil Code
Section 1542/Unknown Claims.  You represent that you are not
aware of any claims against the Releasees other than the claims that are
released by this Agreement.  You acknowledge that you have had the
opportunity to be advised by legal counsel and are familiar with the provisions
of California Civil Code 1542, below, which provides as follows:

     

    A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR.

    


    Being
aware of said code section, you agree to expressly waive any rights you may have
thereunder, as well as under any statute or common law principles of similar
effect.

     

    9.           No Pending or
Future Lawsuits.  You represent that you have no lawsuits,
claims, or actions pending in your name, or on behalf of any other person or
entity, against any of the Releasees.  You also represent that you do
not intend to bring any claims on your own behalf or on behalf
of any other person or entity against any of the Releasees.  You also
promise to opt out of any class or representative action and to take such other
steps as you have the power to take to disassociate yourself from any class or
representative action seeking relief against the Company and/or any other
Releasee regarding any of the claims released in this Agreement.

     

    10.           Confidentiality
of Agreement. You agree to keep the existence and terms of this Agreement
in the strictest confidence and, except as required by law, not reveal the
existence or terms of this Agreement to any persons except your immediate
family, your attorney, and your financial advisors (and to them only provided
that they also agree to keep the information completely confidential), and the
court in any proceedings to enforce the terms of this Agreement.

     

    11.           Non-Disparagement.  You
agree not to make any oral or written statement that disparages or criticizes
the Company’s management, directors, employees, partners, products or services,
or damages the Company’s reputation or normal operations; provided, however,
that nothing in this Agreement shall prohibit you from providing truthful
information or testimony in response to any court order, subpoena, or government
investigation, or in connection with any legal proceeding between the Company
and you.


    
      
         


      

      
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    12.           Litigation/Audit
Cooperation.  Following the Termination Date, you shall
reasonably cooperate with the Company or any other member of the Company Group
in connection with: (a) any internal or governmental investigation or
administrative, regulatory, arbitral or judicial proceeding involving any member
of the Company Group with respect to matters relating to your employment with or
service as a member of the board of directors of any member of the Company Group
(collectively, “Litigation”);
or (b) any audit of the financial statements of any member of the Company Group
with respect to the period of time when you were employed by any member of the
Company Group (“Audit”).  You
acknowledge that such cooperation may include, but shall not be limited to, your
making yourself available to the Company or any other member of the Company
Group (or their respective attorneys or auditors) upon reasonable notice for:
(i) interviews, factual investigations, and providing declarations or affidavits
that provide truthful information in connection with any Litigation or Audit;
(ii) appearing at the request of the Company or any member of the Company Group
to give testimony without requiring service of a subpoena or other legal
process; (iii) volunteering to the Company or any member of the Company Group
pertinent information related to any Litigation or Audit; (iv) providing
information and legal representations to the auditors of the Company or any
member of the Company Group, in a form and within a time frame requested by the
Company’s Board of Directors, with respect to the Company or any member of the
Company Group’s opening balance sheet valuation of intangibles and financial
statements for the period in which you were employed by the Company or any
member of the Company Group; and (v) turning over to the Company or any member
of the Company Group any documents relevant to any Litigation or Audit that are
or may come into your possession.  The Company shall reimburse you for
reasonable travel expenses incurred in connection with providing the services
under this Paragraph 12, including lodging and meals, upon your submission of
receipts.   In the event your assistance to the Company under
this Paragraph 12 exceeds 10 hours in any given calendar month, the Company
shall pay you at a rate of $150 per hour for all time that you incur in
providing the services described in this Paragraph 12 exceeding 10 hours in any
given calendar month.  You shall submit an invoice to the Company on
the 15th day of each month following any month in which you provide services
that details the date, amount of time and a description of the services for each
day that you provides services pursuant to this Paragraph 12.

     

    13.           Entire
Agreement.  Except for the Employee Agreement and the written
awards agreements that evidence your Options and RSUs and any indemnification
agreement you have with the Company, this Agreement constitutes the entire
agreement between you and the Company concerning your employment with and
separation from the Company and all the events leading thereto and associated
therewith, and supersedes and replaces any and all prior agreements and
understandings, both written and oral, concerning your relationship with the
Company (including, without limitation, the 2008 Letter Agreement).

     

    14.           No Admission of
Liability.  Each party understands and acknowledges that this
Agreement constitutes a compromise and settlement of any and all potential
disputed claims.  No action taken by the either party hereto, either
previously or in connection with this Agreement, shall be deemed or construed to
be: (a) an admission of the truth or falsity of any potential claims; or (b) an
acknowledgment or admission by such party of any fault or liability whatsoever
to the other party or to any third party.

     

    15.           Authority.
The Company represents and warrants that the undersigned has the authority to
act on behalf of the Company and to bind the Company and all who may claim
through it to the terms and conditions of this Agreement.  Similarly,
you represent and warrant that you have the capacity to act on your own behalf
and on behalf of all who might claim through you to bind them to the terms and
conditions of this Agreement.  The Company and you each warrant and
represent that there are no liens or claims of lien or assignments in law or
equity or otherwise of or against any of the claims or causes of action released
herein.

     

    16.           Solicitation of
Employees.  You agree that for a period of twelve (12) months
immediately following the Termination Date, you shall not either directly or
indirectly solicit, induce, recruit or encourage any of the Company’s employees
to terminate their employment with the Company, or attempt to solicit, induce,
recruit, or encourage employees of the Company to become employed or engaged as
a consultant, either for yourself or for any other person or
entity.  Furthermore, you understand and acknowledge that the Company
may at its sole discretion notify any new employer of your ongoing rights and
obligations under this Agreement and the Employee Agreement.


    
      
         


      

      
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    17.           Material Breaches
of Agreement.  You acknowledge and agree that any breach of
Paragraphs 5, 6, 7, 9, 11, or 16 shall constitute a material breach of the
Agreement and in the case of a breach by you, shall entitle the Company
immediately to recover the consideration described in Paragraph 3 above, except
as provided by law and except for $10,000 of such amount which, in any event,
the parties agree is good and adequate consideration (in and of itself) for the
releases set forth in Paragraph 6.  In the event that the Company or
you brings an action to enforce or effect their rights under this Agreement, the
prevailing party shall be entitled to recover their reasonable attorneys’ fees
and expenses incurred in connection with such an action.

     

    18.           Equity
Interests.  The Company has previously granted options to you
to acquire 585,000 shares of the Company’s
common stock (the “Options”),
of which options to acquire 172,187 shares are vested as of the Termination Date
(“Vested
Options”) and options to acquire 412,813 shares are unvested as of the
Termination Date, and you have no restricted stock unit awards
outstanding.  Your Options, to the extent outstanding and unvested as
of the Termination Date, are hereby cancelled as of the Termination Date and you
have no further rights with respect thereto or in respect
thereof.  Your Vested Options will remain exercisable for a period of
twelve (12) months following the Termination Date and, to the extent not
exercised on or before the last day of such period shall terminate at the close
of business on such day; provided, however, that in all events each of your
Vested Options shall be subject to earlier termination at the end of the maximum
term of such Vested Option or in connection with a change in control of the
Company as provided in the applicable plan and/or option agreement that
evidences such Vested Option.  You hereby acknowledge and agree that,
except for the period in which to exercise your Vested Options set forth in the
preceding sentence, you have no further right or benefits under any agreement to
receive or acquire any security or derivative security in or with respect to the
Company or any of its affiliates or subsidiaries.

     

    19.           Waivers;
Modifications.  No waiver of any provision or consent to any
exception to the terms of this Agreement shall be effective unless in writing
and signed by the party to be bound and, then, only to the specific purpose,
extent and instance so provided.  This Agreement may not be modified,
amended, altered or supplemented except by the execution and delivery of a
written agreement executed by you and an authorized representative of the
Company.

     

    20.           Severability.  If
any provision of the Agreement or the application thereof is held invalid, such
invalidity shall not affect other provisions or applications of the Agreement
which can be given effect without the invalid provisions or
application.

     

    21.           Counterparts.  The
Agreement may be executed in counterparts, and each counterpart when executed
shall have the efficacy of a signed original.  Photographic copies of
such signed counterparts may be used in lieu of the originals for any
purpose.

     

    22.           Choice of
Law.  The Agreement shall be construed and enforced in
accordance with, and governed by, the laws of the State of
California.

     

    23.           Voluntary
Execution of Agreement; Legal Counsel.  You and the Company
each recognize that this is a legally binding contract and acknowledge and agree
that each party has had the opportunity to consult with legal counsel of their
choice.  Each party has cooperated in the drafting, negotiation and
preparation of this Agreement.  Hence, in any construction to be made
of this Agreement, the same shall not be construed against either party on the
basis of that party being the drafter of such language.  You agree and
acknowledge that you have read and understand this Agreement, are entering into
it freely and voluntarily, and have been advised to seek counsel prior to
entering into this Agreement and have had ample opportunity to do
so.

     

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    IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date set forth below.

    


    
      
        
          	
                  AGREED
      AND ACCEPTED:

                	 
      	 
      
	 
      	 
      	 
      
	
                  Nektar
      Therapeutics

                	 
      	
                  Randall
      W. Moreadith, M.D., Ph.D.

                
	 
      	 
      	 
      
	
                  /s/  Dorian
    Rinella

                	 
      	
                  /s/ Randall W. Moreath

                
	
                  By:  Dorian
      Rinella

                	 
      	
                  Randall
      W. Moreadith, M.D., Ph.D.

                
	
                  Title:
      SVP, Human Resources

                	 
      	 
      
	 
      	 
      	 
      
	
                  Date:  November
      23, 2009

                	 
      	
                  Date:
      November 23, 2009

                


        

      

    


    
      
         


      

      
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    EXHIBIT
A

     

    ACKNOWLEDGEMENT
AND WAIVER

     

    I,
Randall W. Moreadith, M.D., Ph.D., hereby acknowledge that I was given 21 days
to consider the foregoing Separation and General Release Agreement and
voluntarily chose to sign the Separation and General Release Agreement prior to
the expiration of the 21-day period.

     

    I declare
under penalty of perjury under the laws of the state of California, that the
foregoing is true and correct.

     

    EXECUTED
this 23rd day of November 2009, at  San Mateo County,
California.

     

    
      
        
          
            
              
                	 	
                        s/ Randall W. Moreath

                      	 
	 	
                        Randall
      W. Moreadith, M.D., Ph.D.

                      	 


              

            

          

        

      

    


    
      
         


      

      
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